INDUCEMENT RESOLUTION
(Jefferson Development Partners, LLC Project)
A reconvened meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in public session at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York on October 15, 2013, at 10:00 a.m. local time.
The meeting was called to order by Chairman Ira Steingart, and, upon roll being called, the following members of the Agency were:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Harold Gold [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Harris Alport [ x ] [ ]
Steve White [ x ] [ ]
Sandy Shaddock [ ] [ x ]
Sean Rieber [ x ] [ ]
The following persons were also present:
Jennifer Brylinski, Agency Executive Director
Shawn Griffin, Special Agency Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Steve White, to wit:
Resolution No. _____ – 13
RESOLUTION OF THE COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY (i) ACCEPTING THE APPLICATION OF JEFFERSON DEVELOPMENT PARTNERS, LLC WITH RESPECT TO A CERTAIN PROJECT (AS MORE FULLY DESCRIBED BELOW), (ii) MAKING A DETERMINATION UNDER ARTICLE 8 OF THE NEW YORK STATE ENVIRONMENTAL CONSERVATION LAW IN CONNECTION WITH THE PROJECT AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED WITH RESPECT TO THE PROJECT.
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 560 of the Laws of 1970 of the State of New York, (hereinafter collectively called the “Act”), COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the “Agency”) was created with the authority and power to promote, develop, encourage and assist in acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial, civic, research, and recreational facilities as authorized by the Act, and in connection therewith to issue its revenue bonds, enter into straight lease transactions and provide other forms of financial assistance; and
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WHEREAS, JEFFERSON DEVELOPMENT PARTNERS, LLC, for itself as the owner of the property being improved, and on behalf of the ground lessee and operator MONTICELLO MOTOR CLUB LLC (collectively, the “Company”) has submitted an application (the “Application”), a copy of which is on file with the Agency, requesting the Agency’s assistance with respect to a certain project (the “2013 Project”): (i) an Off-Road Course on the south-side of Cantrell Road; (ii) a Karting Track in the infield of the northern section of the existing road course; (iii) two separate Garage Structures are proposed in the general vicinity of the existing hangar building; and (iv) a bridge over the race course to allow on-site traffic to reach the hangar and garage areas without crosing the reacetrack;excluding in all events improvements primarily used by the general public as spectators or participants (the “2013 Facility Improvements”); and
WHEREAS, pursuant to Article 18-A of the General Municipal Law the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the 2013 Project; and
WHEREAS, it is contemplated that the Agency will (i) designate the Company as agent of the Agency for the purpose of undertaking the 2013 Project pursuant to an agent agreement (the “Agent Agreement”), (ii) negotiate and enter into an amendment to the existing lease agreement (the “Lease Agreement”) and existing leaseback agreement (the “Leaseback Agreement”), to include additional acreage such that there will be approximately 561.62 acres of land under the Lease Agreement and Leaseback Agreement, and (iii) provide financial assistance to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction, reconstruction, renovation and equipping of the 2013 Project (collectively, the “2013 Project Financial Assistance”); and
WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as “SEQRA”), the Agency must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the Project and with respect to the 2013 Project the Agency is accepting the findings of the Town of Thompson Planning Board; and
WHEREAS, pursuant to Article 18-A of the Act, the Agency desires to adopt a resolution describing the 2013 Project and the 2013 Project Financial Assistance that the Agency is contemplating with respect to the 2013 Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:
Section 1. The Company has presented an Application in a form acceptable to the Agency. Based upon the representations made by the Company to the Agency in the Company’s application and any other correspondence submitted by the Company to the Agency, the Agency hereby finds and determines that:
(A) By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and
(B) It is desirable and in the public interest for the Agency to appoint the Company as its agent for purposes of acquiring, constructing and/or renovating and equipping the Project; and
(C) The Agency has the authority to take the actions contemplated herein under the Act; and
(D) The action to be taken by the Agency will induce the Company to develop the 2013 Project, thereby increasing and/or retaining employment opportunities in Sullivan County, New York and otherwise furthering the purposes of the Agency as set forth in the Act; and
(E) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Agency hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and
(F) The 2013 Project involved a coordinated review by Town of Thompson Planning Board. Based upon the review by the Agency of the EAF and related documents delivered by the Company to the lead agency and other representations made by the Company to the Agency in connection with the 2013 Project, the Agency hereby finds that (i) the 2013 Project will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the 2013 Project will not have a “significant effect on the environment” (as such quoted term is defined under SEQR); and (iii) no “environmental impact statement” (as such quoted term is defined under SEQR) need be prepared for this action. This determination constitutes a “negative declaration” (as such quoted terms are defined under SEQR) for purposes of SEQR. The Agency’s findings are incorporated in Part II of the EAF; and
(G) The 2013 Project constitutes a commercial facility.
Section 2. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project, that would otherwise be subject to New York State and local sales and use tax in an amount up to $1,045,000, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $83,600. The Agency agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Agency upon being provided with appropriate documentation detailing the additional purchases of property or services. Pursuant to Section 875(3) of the New York General Municipal Law, the Agency may recover or recapture from the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project. As a condition precedent of receiving sales and use tax exemption benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, shall (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the Agency demands.
Section 3. Subject to the Company executing the Agent Agreement and the delivery to the Agency of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Agency, the Agency hereby authorizes the Company to proceed with the acquisition, construction, reconstruction, renovation and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the 2013 Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting in its own behalf; provided, however, the Agent Agreement shall expire on December 31, 2014 (unless extended for good cause by the Executive Director of the Agency).
Section 4. Subject to the terms of this Resolution, the Chairman, Vice Chairman, and/or the Executive Director are hereby authorized, on behalf of the Agency, to execute an Agent Agreement and Sales Tax Exemption Letter, and negotiate and execute any necessary amendments to the existing Lease Agreement and Leaseback Agreements so as to include the approximately 561.62 acres of land.
Section 5. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.
Section 6. These Resolutions shall take effect immediately.
The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Harold Gold [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
The resolutions were thereupon duly adopted.
SECRETARY’S CERTIFICATION
STATE OF NEW YORK :
:SS
COUNTY OF SULLIVAN :
I, the undersigned Secretary (Assistant) of the Agency DO HEREBY CERTIFY THAT:
1. I have compared the foregoing copy of a resolution of the Agency with the original thereof on file in the office of the Agency, and that the same is a true and correct copy of such resolution and of the proceedings of the Agency in connection with such matter.
2. Such resolution was passed at a meeting of the Agency duly convened in public session on the 15th day of October, 2013 at10:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York 12701, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Harold Gold [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Harris Alport [ x ] [ ]
Steve White [ x ] [ ]
Sandy Shaddock [ ] [ x ]
Sean Rieber [ x ] [ ]
3. The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted as follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Harold Gold [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
I FURTHER CERTIFY that (i) all members of the Agency had due notice of said meeting, (ii) pursuant to Sections 103a and 104 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public and public notice of the time and place of said meeting was duly given in accordance with such Sections 103a and 104, (iii) the meeting in all respects was duly held, and (iv) there was a quorum present throughout.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the ____ day of October, 2013. ____________________________________
Secretary
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